Assignment & Assumption 05/16/2007
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
May 21, 2007
TO:
Dent Pierce, Director
Public Works Division
ATTN:
FROM:
Beth Leto, Assistant Director
Public Works Division
Pamela G. Hanc~
Deputy Clerk
At the May 16, 2007, Board of County Commissioner's meeting the Board granted
approval and authorized execution of the following:
Extension Agreement between Monroe County and Siemens Building Technologies, Inc.
for the testing, certification, and maintenance of the Monroe County Detention Center's fire alarm
system, building automation system, and smoke control system; the Juvenile Justice Center's fire
alarm system and building automation system; and the Courthouse Annex's fire alarm system.
Least: Agreement between Monroe County and F. James Chaplin, d/b/a Island Marina,
Inc. for officl~ space in Marathon for the State Attorney and Public Defender.
.-ienewal and Amendment of Agreement between Monroe County and Synagro South,
LLC successor and assignee for Synagro Southeast, Inc. for the operation and maintenance of the
wastewater treatment plant, Roth Building, Tavernier, Florida, in order to exercise the second
option to renew for an additional one-year period and clarity Item 4 in the original contract,
Contract Sum, and (2) Assignment and Assumption of Agreement of Contract and Consent of
Monroe County Board of County Commissioners.
Enclosed is a duplicate original of each of the above-mentioned for your handling. Should
you have any questions please do not hesitate to contact this office
cc: County Attorney
Finan~
File/
~,SSIGNMENT AND ASSUMPTION AGREEMENT OF CONTRACT
AND CONSENT OF MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT OF CONTRACTS (this
"Agreement") is made to be effective the 19th day of September 2005, by and between Synagro
Southeast, Lnc., a Delaware corporation ("Assignor"), and Synagro South, LLC, formerly known
as Synagro South, mc., a Delaware limited liability company ("Assignee").
WHEREAS, Synagro Technologies, Inc. is the ultimate parent company of both Assignor
and Assignee and Assignee is the direct parent company of Assignor;
WHEREAS, Assignor has entered into a Agreement, dated May 18, 2005, and all
amendments and extensions thereafter, with the Monroe County Board of County
Commissioners, for the Operation & Maintenance of the Sewage Treatment Plant Roth Building
located at 50 High Point Road, Monroe County, Tavernier, Florida, which agreement is
incorporated herein by this reference (the "Contract");
WHEREAS, Assignor desires to assign and transfer to Assignee all of its right, title and
interest in and to the Contract, subject to the terms, conditions, representations, covenants and
agreements set forth in this Agreement;
WHEREAS, Assignee desires to assume the responsibility and obligation for the
performance of all the services and other matters to be performed under the Contract after the
date hereof in accordance with the terms set forth herein; and
WHEREAS, the Monroe County Board of County Commissioners desires to give its
consent to such Agreement as required by the Contract.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth
below, Assignor and Assignee agree as follows:
1. Assignment. Assignor hereby assigns, transfers and sets over to Assignee, its
successors and assigns, all of its right, title and interest in, to and under the Contract, subject to
the terms, covenants, agreements, representations and conditions thereof.
2. AccePtance. Assignee accepts the assignment of the Contract, agrees to be bound
by all commitments and obligations required to be performed or complied and any liability
directly caused by Assignee as a result of Assignee's defective performance or compliance with
such commitments and obligations, regardless of whether the work had been required to be
performed by Assignor prior to the assignment;
3. Counterparts. This Agreement may be executed in two counterparts, each of
which shall be deemed an original and which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, each party has caused this Agreement to be duly executed
and effective as ofthe date above written.
Synagro Southeast, Inc.
("ASSIGNOR")
//d1'
",- ,".', '
By: j taL-. .111.---
J. Paul Withrow
Vice President
Tax In: 74-2924511
ByiJ~4:i#~
Dvosha G. Roscoe .
Assistant Secretary
Synagro South, LLC
(" ASSIGNEE")
5/U1z1
Tax In: 76-0612567
By:
J. Paul Withrow
Vice President
By~J/J#fi>
Dvosha G. Roscoe
Assistant Secretary
CONSENT OF THE MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
TO ASSIGNMENT AND ASSUMPTION
The undersigned hereby consents to the foregoing Assignment and Assumption of the Contract,
by and between Assignor and Assignee.
Signed this __ day of
MAY 1 6 ZOO7
,2007.
:t CJ
o
z >-
BOARD OF COUNTY COMMISSIONER~ (") ~
OF MONROE COUNTY, FLORIDA rq~-<
()- r-
~/()~~~:>
BY: ~ .:;:.,::;
Mana Dl Gennaro, Mayor r ~:;:l
MAY 1 6 2001 ;r-'
~;", ~~
~.:--:. i.....'\Cr~ .;..~~.
-"'~~'-""--
,.1~'-':;,,,,,,:;;,;/ __ ",,-.-t8'
'; '".,,~ ,jL_:--~ ~~":~
/ ci," \ \ 2~it;'~_~;'
"' 1 \\,:,;t ,:il
I :j:,'!:
,[SEAL},'..
~.---'/.' .'
...:.'.'..... '.'
~'7=R'
Dep ty Clerk
Date:
~
= -.,
=
...... (-
::II: [l"!
:.:- ~:,:;
-<
N --"I
J
~ '-:1
-U :;0
:x rr1
("')
~ 0
;0
N 0
to)
MONROE COUNTY ATTORNEY
A~R~T2 WftfJ
<;iy HIA L. HALL
ASSISTANT COUNTY ATTORNEY
Date '" - S - 0 ~
2